Viper Energy Partners (VNOM) Proxy Filing summary

Executive summary

• A special meeting is called to approve the acquisition of all equity interests in 1979 Royalties LP and 1979 Royalties GP, LLC from Endeavor Energy Resources, LP, subsidiaries of Diamondback Energy, Inc., for $1.0 billion in cash and 69,626,640 OpCo Units and equivalent Class B Common Stock, subject to adjustments.

• The transaction, called the "Drop Down," will result in Diamondback owning about 52% and unaffiliated stockholders about 48% of the outstanding common stock post-closing.

• The Board and Audit Committee, after independent review and a fairness opinion from Evercore, unanimously recommend approval of the Drop Down and related equity issuance.

• The Drop Down is expected to close in Q2 2025, subject to stockholder and regulatory approvals and other customary conditions.

Voting matters and shareholder proposals

• Stockholders will vote on: (1) the Drop Down Proposal, (2) the Equity Issuance Proposal, and (3) the Adjournment Proposal.

• Approval of the Drop Down Proposal requires a majority of unaffiliated stockholders, while the Equity Issuance and Adjournment Proposals require a majority of votes cast, including Diamondback.

• Failure to approve the Drop Down or Equity Issuance allows Endeavor to terminate the agreement.

Board of directors and corporate governance

• The Audit Committee, composed entirely of independent directors, led the negotiation and review process, retaining Evercore as financial advisor and Hunton Andrews Kurth as legal counsel.

• The Board and Audit Committee unanimously recommend voting FOR all proposals.

• Diamondback retains the right to designate up to three directors as long as it owns at least 25% of outstanding stock.